Mr. Brent Charleton reports
ENWAVE CORPORATION ANNOUNCES CLOSING OF FULLY SUBSCRIBED $3 MILLION LIFE OFFERING
EnWave Corp. has closed its fully subscribed private placement offering of common shares of the company. The company raised aggregate gross proceeds of $3-million through the issuance of 7.5 million shares at a price of 40 cents per share.
Clarus Securities Inc. acted as lead agent and sole bookrunner for the brokered component of the offering, comprising 6,125,000 shares, pursuant to an agency agreement entered into by Clarus and the company dated as of Aug. 21, 2025. The company also completed a non-brokered component of the offering in respect of 1,375,000 shares. The offering was conducted pursuant to the listed issuer financing exemption in accordance with Part 5A.2 of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each province of Canada. A French translation of the offering document related to the offering was filed under the company's issuer profile on SEDAR+ and posted to the company's website on Aug. 19, 2025, in order to extend the non-brokered component of the offering to Quebec purchasers.
By reason of the offering being completed pursuant to the listed issuer financing exemption, the shares issued and sold under the offering are not subject to a hold period pursuant to applicable Canadian securities laws, except that in accordance with applicable policies of the TSX Venture Exchange, a four-month hold period expiring on Dec. 22, 2025, will apply to all directors and officers of the company receiving shares pursuant to the offering.
Clarus received a cash commission of $134,750 and 336,875 non-transferable compensation options in respect of the brokered component of the offering. Each compensation option entitles the holder thereof to acquire one share at the issue price for a period of 24 months from the closing date of the offering. The compensation options and the compensation option shares are subject to a four-month hold period pursuant to Canadian securities laws.
The company intends to use the net proceeds from offering to build two large-scale (60 kilowatts to 120 kilowatts) Radiant Energy Vacuum (REV) dehydration machines. The manufacturing and fabrication process to produce large-scale REV equipment takes approximately six months to complete. This investment is designed to ensure faster order fulfilment and support prospective future REV machine demand as EnWave's pipeline continues to expand.
The offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as certain directors and senior officers of the company participated in the offering to subscribe for an aggregate 212,500 shares. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the offering as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the offering, insofar as it involves related parties, exceeds 25 per cent of the company's market capitalization (as determined in accordance with MI 61-101). The company did not file a material change report 21 days prior to the expected closing date of the offering as the details of the related parties' participation in the offering had not been finalized at the time.
About EnWave
Corp.
EnWave is a global leader in the innovation and application of vacuum microwave dehydration. From its headquarters in Delta, B.C., EnWave has developed a robust intellectual property portfolio, perfected its REV technology, and transformed an innovative idea into a proven, consistent and scalable drying solution for the food, pharmaceutical and cannabis industries that significantly outperforms traditional drying methods in efficiency, capacity, product quality and cost.
With more than 550 partners spanning 24 countries and five continents, EnWave's licensed partners are creating profitable, never-before-seen snacks and ingredients, improving the quality and consistency of their existing offerings, running leaner, and getting to market faster with the company's patented technology, licensed machinery and expert guidance.
EnWave's strategy is to sign royalty-bearing commercial licences with food producers that want to dry better, faster and more economically than freeze drying, rack drying and air drying, and enjoy the follow-on benefits of producing exciting new products, reaching optimal moisture levels up to seven times faster, and improve product taste, texture, colour and nutritional value.
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